false 0001119190 0001119190 2025-04-03 2025-04-03 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 3, 2025

 

HUMBL, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   000-31267   27-1296318
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

101 W. Broadway    
Suite 1450    
San Diego, CA   92101
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (786) 738-9012

 

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.00001   HMBL   OTC Pink

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

 HUMBL, Inc. (the “Company”) entered into a Joint Venture Agreement with MultiCortex LLC (“MultiCortex”) on April 3, 2025 (the “JV Agreement”). MultiCortex is a Delaware limited liability company developing technology in the artificial intelligence space. Pursuant to the terms of the JV Agreement, the Company acquired a 51% interest in MultiCortex. In consideration for the purchase of the membership units in MultiCortex, the Company will pay to MultiCortex the lesser of 15% of the funds raised in any Regulation A+ offering conducted by the Company in the next year and $3,000,000, and the Company will issue $100,000 in common stock to each of the two founders of MultiCortex. In the event the Company does not pay $3,000,000 to MultiCortex, then the equity in MultiCortex will be reallocated based on the amounts funded. The amounts funded by the Company to MultiCortex will be used to expand MultiCortex’s suite of AI products. MultiCortex will become the second subsidiary of the Company as part of its new holding company strategy.

 

The foregoing description of the JV Agreement does not purport to be complete and is qualified in its entirety by reference to the JV Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

 

The Company entered into an Amendment to Asset Purchase Agreement with WSCG, Inc. (“WSCG”) and WSCG HUMBL, SPV on April 7, 2025 (“Amendment”). The Amendment was entered into in connection with that certain Asset Purchase Agreement among the parties dated December 2, 2024 (the “Asset Purchase Agreement”). Pursuant to a prior amendment to the Asset Purchase Agreement, the parties extended the date by which the Company must apply to FINRA to have its name changed from 60 days from closing to 120 days from closing. Pursuant to this Amendment, the parties agreed that the Company will have until June 30, 2025 to apply to FINRA to change the name of the Company from HUMBL, Inc. to HUMBL Ventures, Inc. The Amendment also granted the Company: (a) a limited right to use the HUMBL name and related trademarks in connection with the HUMBL Ventures, Inc. entity name; and (b) the right to continue using the “HMBL” ticker symbol until such time as WSCG decides it would like to acquire such ticker symbol in connection with a go-public transaction.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment which is filed as Exhibit 10.2 to this Current Report on Form 8-K.

 

Item 7.01 Regulation FD Disclosure

 

On April 8, 2025, the Company issued a press release regarding the JV Agreement, which is included as Exhibit 99.1. The information furnished in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

On April 8, 2025, the Company issued a press release regarding the Amendment, which is included as Exhibit 99.2. The information furnished in this Item 7.01 and Exhibit 99.2 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

  Exhibits    
       
  10.1   Joint Venture Agreement between HUMBL, Inc. and MultiCortex LLC dated April 3, 2025
  10.2   Amendment to Asset Purchase Agreement among HUMBL, Inc., WSCG and WSCG HUMBL SPV effective April 7, 2025
  99.1   Press Release regarding JV Agreement dated April 8, 2025
  99.2   Press Release regarding Amendment dated April 8, 2025
  104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, HUMBL has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: April 9, 2025 HUMBL, Inc.
     
  By: /s/ Thiago Moura
    Thiago Moura
    President and CEO

 

 

 

 

Exhibit 10.1

 

JOINT VENTURE AGREEMENT

 

This Joint Venture Agreement (the “Agreement”) is entered into in April 3, 2025, by and between HUMBL, Inc. (“HUMBL”), a Delaware corporation; and MultiCortex LLC (“MultiCortex”), a Delaware limited liability company.

 

Hereinafter collectively referred to as the “Parties.”

 

WHEREAS:

 

    The Parties have a mutual interest in consolidating efforts to foster the development and commercialization of a federated LLM system, known as the “Forest of Algorithms,” as well as expanding the commercialization of MultiCortex products in the North American market;
     
  The “Forest of Algorithms” is an innovative technology capable of integrating different Artificial Intelligence (AI) systems efficiently and accurately;
     
  MultiCortex has proven expertise in High-Performance Computing (HPC) and AI;
     
    HUMBL has expressed interest in partnering with MultiCortex to support the completion of the development and expansion of the “Forest of Algorithms” technology; and
     
  This subscription will take place in the United States and will be exclusively aimed at financing MultiCortex’s North American operations.

 

NOW, THEREFORE, the Parties agree as follows:

 

1. Formation of the Joint Venture

 

1.1 The Parties hereby establish a Joint Venture (the “JV”) using MultiCortex’s existing Delaware limited liability company structure.

 

1.2 The corporate structure of the JV shall be defined as follows:

 

  HUMBL shall hold 51% of the JV’s share capital;
     
  Bruno Ghizoni, founding partner of MultiCortex, shall hold 24.5% of the JV’s share capital and will also exercise operational control of the entity;
     
  Alessandro Faria, founding CTO of MultiCortex, shall hold 24.5% of the JV’s share capital and will also be responsible for the operational control of the entity.

 

2. Objectives of the Joint Venture

 

2.1 The primary objective of the JV is to complete the development and commercialization of the federated LLM system known as the “Forest of Algorithms,” as well as to expand the commercial presence of MultiCortex products in the North American market, primarily through B2B negotiations.

 

 

 

 

3. Share Subscription

 

3.1 HUMBL commits to allocating 15% of the funds from the next public offering under Regulation A to MultiCortex, capitalizing this JV with $3,000,000.00.

 

3.2 If within 12 months HUMBL does not reach the funding amount mentioned in section 3.1, HUMBL shall have the option to invest the difference between the amount already contributed and the remaining balance directly into the JV, or adjust the shareholding structure in favor of Bruno Ghizoni and Alessandro Faria, in proportion to the amount yet to be contributed, based on the valuation established in this agreement.

 

3.3 To ensure the JV’s financial health, until the investment in section 3.1 is finalized, entrepreneurs Bruno Ghizoni and Alessandro Faria shall use the company’s entire cash flow to cover operational expenses.

 

3.3.1 After the completion of the investment in section 3.1, a board shall be established as outlined in section 4.

 

3.3.2 Once the company reaches break-even, MultiCortex shall distribute dividends quarterly, in the proportion of 10% to HUMBL, 5% to Alessandro Faria, and 5% to Bruno Ghizoni, while 80% will be reinvested in the operation.

 

3.4 HUMBL also agrees to issue, within 15 days, $100,000.00 worth of HUMBL common stock in favor of entrepreneurs Bruno Ghizoni and Alessandro Faria and provide full support for the negotiation and monetization of these shares.

 

3.4.1 HUMBL’s obligations pursuant to section 3.1 are subject to MultiCortex’s compliance with the terms and conditions of this Agreement, the truthfulness of all representations and warranties contained herein, and the issuance of 51% of MultiCortex’s membership interests to HUMBL.

 

3.5 MultiCortex agrees to expand its portfolio of products available on the AWS Marketplace, aiming to increase visibility and maximize business opportunities in the North American market.

 

3.6 The Parties commit to making their best efforts to ensure the success of the share subscription, promoting engagement with potential investors and strategic partners.

 

3.7 The Parties also agree to approve, within six months, a performance-based stock compensation plan for the entrepreneurs.

 

3.8 Subsequently, a corporate restructuring shall be carried out so that MultiCortex Brazil becomes a subsidiary of MultiCortex.

 

4. Management and Control

 

4.1 Alessandro Faria and Bruno Ghizoni shall exercise operational control of the JV, being responsible for the management of daily activities, technical decision-making, and project execution.

 

4.2 HUMBL shall have the right to appoint the majority of the JV’s Board of Directors, ensuring proper strategic oversight and alignment with HUMBL’s institutional interests.

 

4.3 The accounting and auditing functions of MultiCortex shall be paid by the company itself. MultiCortex may use HUMBL’s accountant and auditor or choose one of its preference, provided they have a proven track record and lower costs.

 

5. Intellectual Property (IP)

 

5.1 The intellectual property developed by the company, particularly the “Forest of Algorithms” technology, biometric systems, and computer vision, is the exclusive property of MultiCortex and is not subject to any claims, liens, or encumbrances.

 

 

 

 

6. Confidentiality

 

6.1 The Parties agree to maintain absolute confidentiality regarding all technical, commercial, and strategic information shared or developed within the context of this partnership.

 

7. Governing Law

 

7.1 This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, United States of America.

 

8. Dispute Resolution

 

8.1 Any disputes or controversies arising from this Agreement shall preferably be resolved through mediation or arbitration procedures in accordance with Delaware law.

 

9. Press Release and Public Announcement

 

9.1 The Parties agree to jointly promote an official public announcement, highlighting the formation of the JV, the strategic vision for the federated LLM system, and the expected impact on the AI market.

 

IN WITNESS WHEREOF, the Parties have executed this instrument on the date set forth above.

 

Thiago Moura
CEO, HUMBL, Inc.

 

Bruno Ghizoni
CEO, MultiCortex LLC

 

Alessandro Faria
CTO, MultiCortex LLC

 

 

 

 

Exhibit 10.2

 

AMENDMENT TO ASSET PURCHASE AGREEMENT

 

This Amendment to Asset Purchase Agreement (this “Amendment”) is entered into effective as of April 7, 2025, by and between WSCG, Inc., a Wyoming corporation (“Buyer”), HUMBL, Inc., a Delaware corporation (“Seller”), and WSCG HUMBL SPV, a series of SPV Mgmt LLC, a Delaware limited liability company (“Holding Company”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Purchase Agreement (as defined below). Buyer, Seller and Holding Company are sometimes referred to herein collectively as the “Parties”.

 

A. The Parties entered into that certain Asset Purchase Agreement dated December 2, 2024 (as previously amended, the “Purchase Agreement”).

 

B. The Parties have agreed to amend the Purchase Agreement as set forth below.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

 

1. Recitals. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Amendment are true and accurate and are hereby incorporated into and made a part of this Amendment.

 

2. Use of Business Name. Seller agrees to apply to FINRA to change its entity name from HUMBL, Inc. to HUMBL Ventures, Inc. by June 30, 2025. Buyer grants Seller the right to use HUMBL, Inc. as its entity name until such time as it is allowed by FINRA to change its entity name.

 

3. Ticker Symbol. Buyer grants Seller the right to continue using the ticker symbol HMBL. Notwithstanding, the foregoing, Buyer may rescind such right at any time in the event Buyer is in the process of going public and desires to use the ticker symbol for itself by providing 90 days’ notice to Seller.

 

4. Brand Usage. Buyer grants Seller a limited, non-exclusive, non-transferable, royalty-free, and revocable license to use the HUMBL brand name, trademarks, service marks, logos, and associated branding elements (collectively, the “HUMBL Brand”) solely in connection with Seller’s operations under the name “HUMBL Ventures, Inc.”

 

The HUMBL Brand must always be used in conjunction with, and appear alongside, the name “HUMBL Ventures” and shall not be used independently or in any manner that may imply affiliation with any business operations other than those of HUMBL Ventures.

 

This license includes use of the HUMBL Brand in Seller’s corporate identity, marketing materials, websites, applications, investor communications, and other reasonable commercial uses consistent with past practice and the rebranding to HUMBL Ventures.

 

 

 

 

The license granted herein is subject to the following conditions:

 

- Seller shall use the HUMBL Brand in a manner consistent with the goodwill associated with the brand and shall not take any action that would materially harm or diminish such goodwill.

 

- Seller agrees to adhere to any brand guidelines or quality standards reasonably provided by Buyer, including requirements related to logo treatment, color usage, or placement, as updated from time to time.

 

- Seller shall not sublicense, assign, or otherwise transfer the license or any rights therein to any third party without the prior written consent of Buyer.

 

- Buyer retains all right, title, and interest in and to the HUMBL Brand, and nothing in this Amendment shall be construed to convey any ownership interest to Seller.

 

- Buyer may revoke this license upon ninety (90) days’ prior written notice to Seller if Buyer determines, in its reasonable discretion, that Seller’s use of the HUMBL Brand is materially detrimental to Buyer’s business, reputation, or branding strategy.

 

Upon termination or expiration of this license, Seller shall immediately cease all use of the HUMBL Brand and shall take commercially reasonable steps to remove or discontinue any references thereto in Seller’s business operations, marketing materials, and public-facing communications.

 

5. Other Terms Unchanged. The Purchase Agreement, as amended by this Amendment, remains and continues in full force and effect, constitutes legal, valid, and binding obligations of each of the parties, and is in all respects agreed to, ratified, and confirmed. Any reference to the Purchase Agreement after the date of this Amendment is deemed to be a reference to the Purchase Agreement as amended by this Amendment. If there is a conflict between the terms of this Amendment and the Purchase Agreement, the terms of this Amendment shall control.

 

6. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. The parties hereto confirm that any electronic copy of another party’s executed counterpart of this Amendment (or such party’s signature page thereof) will be deemed to be an executed original thereof.

 

7. Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Amendment and the consummation of the transactions contemplated hereby.

 

[Remainder of page intentionally left blank]

 

2

 

 

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date set forth above.

 

  SELLER:
     
  HUMBL, Inc.
     
  By:  
    Thiago Moura, CEO
     
  BUYER:
     
  WSCG, Inc.
     
  By:  
    Brian Foote, CEO
     
  HOLDING COMPANY:
     
  WSCG Humbl SPV, a series of SPV Mgmt, LLC
     
  By:  
    Brian Foote, Manager

 

[Signature Page to Amendment to Asset Purchase Agreement]

 

 

 

 

 

 

Exhibit 99.1

 

 

HUMBL, Inc. Announces Joint Venture Agreement with MultiCortex to Expand its Artificial Intelligence (AI) Distribution

 

San Diego, CA – April 8, 2025 – HUMBL, Inc. (OTC: HMBL) is pleased to announce a joint venture agreement with MultiCortex, LLC, a U.S. and Brazilian-based company specializing in artificial intelligence (AI) and high-performance computing.

 

Under the terms of the agreement, HUMBL, Inc. will hold a 51% equity stake in the joint venture, while MultiCortex co-founders Bruno Ghizoni and Alessandro Faria will retain 49% and lead daily operations. HUMBL, Inc. will invest up to $3 million USD from its upcoming Regulation A+ public offering to support go-to-market initiatives and expansion.

 

The partnership will enable MultiCortex to further complete and commercialize its proprietary “Forest of Algorithms” — a federated large language model (LLM) platform designed to integrate multiple AI systems into a unified, intelligent framework.

 

Developed by MultiCortex CTO Alessandro Faria, the “Forest of Algorithms” enables seamless orchestration of diverse LLMs and has been recognized by NVIDIA for its innovation. The federated AI system will be distributed globally through major cloud marketplaces, including AWS, Google Cloud, Oracle Cloud, and Microsoft Azure.

 

Mr. Faria, a globally recognized leader in biometric AI and a member of the Intel International Council, has led the development of technologies that have processed over 100 million biometric identities. MultiCortex is a recognized partner of AWS and Intel, and is committed to delivering advanced AI solutions through global cloud ecosystems and enterprise channels.

 

“This venture allows us to take cutting-edge AI and deliver it globally through our commercial reach in the United States and Latin America,” said Thiago Moura, CEO of HUMBL, Inc. “Together, the companies aim to shape the future of AI through an integrated, collaborative model that prioritizes interoperability over competition.”

 

Looking ahead, the joint venture will support MultiCortex in expanding its sales, strategic partnerships, and financing capabilities within the U.S. market. It will also drive the development of tailored AI integrations for enterprise clients across specific use cases and industry verticals.

 

About HUMBL, Inc.

 

HUMBL, Inc. is shifting toward a shareholder value-centric model under the leadership of CEO Thiago Moura, Principal of Ybyra Capital — a Brazilian holding company with diversified investments, such as commodities and mining.

 

The company’s unique structure enables it to create two-way distribution pipelines throughout the United States and Latin America, leveraging Ybyra Capital’s established regional presence to offer strategic partners immediate access to high-growth markets.

 

 

 

 

About MultiCortex, LLC

 

MultiCortex, LLC is a U.S. and Brazilian-based artificial intelligence and high-performance computing company focused on developing advanced federated AI platforms. Co-founded by Bruno Ghizoni and Alessandro Faria, the company is the creator of the Forest of Algorithms — a proprietary system designed to integrate multiple large language models (LLMs) into a unified AI environment. Mr. Faria is a globally respected innovator in biometric AI and has served on the Intel International Council. Mr. Faria has developed Forest of Algorithms for the biometric sector, processing over 100 million individuals, and the company is a trusted partner of AWS and Intel.

 

MULTICORTEX | HPC FOR AI

 

HUMBL, Inc. (OTC: HMBL)

Investor Relations: IR@humbl.com

Media Contact: Media@humbl.com

 

Safe Harbor Statement

 

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included herein are forward-looking statements. These forward-looking statements are identified by the use of words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “predict,” “potential,” “continue,” “may,” “will,” “could,” and similar expressions. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed in such statements. Factors that could cause actual results to differ materially include, but are not limited to, risks and uncertainties associated with the ability to achieve the anticipated benefits of the joint venture, competitive conditions, and general market dynamics. HUMBL, Inc. disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

 

 

 

 

Exhibit 99.2

 

 

HUMBL, Inc. Announces Name Change Application and Ticker Symbol Updates

 

San Diego, CA April 8, 2025 – HUMBL, Inc. (OTC: HMBL) announced today that it will be submitting an application to the Financial Industry Regulatory Authority (FINRA) to change its corporate name to HUMBL Ventures, Inc. The company has a deadline of June 30, 2025 to apply to change the legal name from HUMBL, Inc. to HUMBL Ventures, Inc. The completion of the name change is subject to final approval by FINRA. HUMBL, Inc. has also received permission from WSCG, Inc. to continue to utilize the HUMBL brand logo and trademark as a component part of its use of the name HUMBL Ventures.

 

As an additional part of this transition, HUMBL, Inc. has received formal permission from WSCG (WSCG)—the entity that owns the HUMBL brand and ticker symbol (OTC: HMBL), to continue to use the ticker symbol (OTC: HMBL) following the name change. This approval ensures continuity for shareholders and market participants throughout the corporate evolution.

 

“We believe the name HUMBL Ventures best reflects the company’s business model and strategic roadmap in technology joint ventures, mergers and acquisitions within the holding company, while recognizing the brand DNA of HUMBL and its powerful shareholder base,” said HUMBL, Inc. CEO, Thiago Moura.

 

The company also announced today a joint venture with MultiCortex AI, a U.S. and Brazilian-based artificial intelligence company as the newest addition to its holding company portfolio.

 

About HUMBL, Inc.

 

HUMBL, Inc. is shifting toward a shareholder value-centric model under the leadership of CEO Thiago Moura, Principal of Ybyra Capital — a Brazilian holding company with diversified investments, such as commodities and mining.

 

The company’s unique structure enables it to create two-way distribution pipelines throughout the United States and Latin America, leveraging Ybyra Capital’s established regional presence to offer strategic partners immediate access to high-growth markets.

 

The company most recently announced a joint venture with a U.S. and Brazilian-based, Artificial Intelligence (AI) company – MultiCortex AI. MULTICORTEX | HPC FOR AI

 

 

 

 

HUMBL, Inc. (OTC: HMBL)

Investor Relations: IR@humbl.com

Media Contact: Media@humbl.com

 

Safe Harbor Statement

 

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included herein are forward-looking statements. These forward-looking statements are identified by the use of words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “predict,” “potential,” “continue,” “may,” “will,” “could,” and similar expressions. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed in such statements. Factors that could cause actual results to differ materially include, but are not limited to, risks and uncertainties associated with the ability to achieve the anticipated benefits of the joint venture, competitive conditions, and general market dynamics. HUMBL, Inc. disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.